Whether,
under the “fraud exception” to Delaware’s continuous ownership rule,
shareholder plaintiffs may maintain a derivative suit after a merger that
divests them of their ownership interest in the corporation on whose behalf
they sue by alleging that the merger at issue was necessitated by, and is
inseparable from, the alleged fraud that is the subject of their derivative
claims.

Short answer: No, affirming Lewis v Anderson. While shareholders' direct claims survive the merger, deritivate claims are extinguished. In answering the certified question, the Supreme Court takes the time to remind us all that dictum is, well, just dictum, not new law.